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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31,
2019
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38116
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90-0890517
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2400 Boswell Road, Chula Vista, CA 91914
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (619) 934-3980
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock
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YGYI
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The
Nasdaq Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
On July
31, 2019, Carl Grover (“Grover”) acquired 600,242
shares of common stock, $.001 par value (the “Common
Stock”), of Youngevity International, Inc. (the
“Company”), upon the partial exercise at $4.60 per
share of a July 31, 2014 warrant (the “July 31, 2014
Warrant”) to purchase 782,608 shares of Common Stock held by
him. In connection with such exercise, the Company received
$2,761,113 from Grover, issued to Grover 50,000 shares of
restricted Common Stock as an inducement fee and agreed to extend
the expiration date of the July 31, 2014 Warrant held by him to
December 15, 2020 with respect to 182,366 shares of Common Stock
remaining for exercise thereunder.
The
Company also agreed to amend a warrant issued to Brian Frank on
September 10, 2014, to purchase 44,107 shares of Common Stock at
$4.60 per share and expiring on September 10, 2019, and a warrant
issued to Brian Frank on September 10, 2014, to purchase 60,407
shares of Common Stock at $7.00 per share of Common Stock and
expiring on September 10, 2019, to extend the expiration date of
the warrants to December 15, 2020 for his assistance in
connection with the foregoing.
Item 3.02. Unregistered Sales of Equity Securities.
The
information regarding the securities of the Company set forth under
Item 1.01 of this Current Report on Form 8-K is incorporated by
reference in this Item 3.02. The Company issued the shares of the
Company’s Common Stock to Grover upon exercise of the July
31, 2014 Warrant and as an inducement fee in reliance on the
exemption from registration provided for under Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Securities
Act”). The Company relied on this exemption from registration
for private placements based in part on the representations made by
Grover with respect to his status as an accredited investor, as
such term is defined in Rule 501(a) of the Securities
Act.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
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Exhibit Number
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Description
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Letter
Agreement with Carl Grover, dated July 29, 2019.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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YOUNGEVITY INTERNATIONAL, INC.
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Date:
August 5, 2019
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By:
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/s/
David Briskie
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David
Briskie
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President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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Letter
Agreement with Carl Grover, dated July 29, 2019.
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